This agreement is made by and between BOXHILL & Co., LLC, DBA “BOXHILL,” (Retailer) and the Vendor as so addressed on the official Purchase Order. Vendor agrees to sell to BOXHILL at wholesale prices and drop ship to client as indicated on the Purchase Order. BOXHILL and Vendor agree to preferred pricing through the BOXHILL webstore. Vendor agrees that BOXHILL is the exclusive agent of the client receiving the drop shipment. In signing the attached Purchase Order, the Vendor acknowledges they have received and agree to the following terms and conditions:

1. Orders

   1. BOXHILL will place orders pursuant to this agreement by email. Vendor shall respond with an acknowledgement of this order to orders@shopboxhill.com.
   2. Orders are to be processed and drop shipped by the date provided on Purchase Order.
   3. Vendor confirms order by providing a Proforma Invoice for cost of goods, shipping and handling.
   4. Shipping charges to be paid by the client. Vendor is esponsible for all pass-through of excess shipping charges, including refusals and returns due to damage, defects or errors and omissions.
   5. Vendor shall upon shipment provide tracking information and copy of original bill of lading. Email to orders@shopboxhill.com. Shipping costs using the Vendor’s shipping account, unless otherwise agreed upon receipt.
   6. In the event the Vendor or appointed representative offers pricing below MSRP on any advertised platform including internet, radio, or publications prior to client receiving shipment, BOXHILL will be compensated for the price variance. BOXHILL will then determine corrective action for their client.
   7. Orders shipped with BOXHILL shipping account are with FEDEX or UPS only.
   8. Shipping methods are determined by the weight, size and destination of the order. BOXHILL requests vendor to use the most cost-effective shipping method. BOXHILL reserves the right to select method and provider of shipping.
   9. BOXHILL and BOXHILL customers recommend environmentally friendly/organic/wasteless packing material.

2. Back orders

   1. BOXHILL needs advanced notification of late shipments. BOXHILL will provide written authorization to Vendor with the status of Back Order. Vendor will advise BOXHILL when a backorder is available.
   2. BOXHILL expects Vendor to make every effort to ship on time and notify BOXHILL of any pending delays. BOXHILL reserves the option to cancel orders should late delivery affect the client’s schedule.
   3. Vendor Canceled Orders: Vendor shall notify BOXHILL of cancellation of invoiced orders.
   4. BOXHILL will expect a refund within 15 days if any advanced payments have been made including a fee of 10% compensation above the invoiced cost of goods.

3. Pricing

   1. BOXHILL is selling at MSRP. BOXHILL requests vendors to inform of any pricing changes or volume discounts that may affect wholesale pricing.

This agreement is made by and between Boxhill & Co., LLC, DBA “BOXHILL,” (Retailer) and the Vendor. BOXHILL will ship the items described above, referred to as the “Goods,” through sales made through BOXHILL's eCommerce website. BOXHILL and the Vendor agree to the following:

1. Orders

   1. When a customer places an order with BOXHILL for one of the Vendor's products, BOXHILL will contact the vendor with order confirmation details to include quantity, product options, and delivery address.
   2. Upon receiving order confirmation from BOXHILL, Vendor will begin processing the order and will ship the order within three business days. If an item is unable to be shipped within the agreed upon days, the Vendor will advise BOXHILL of the projected ship date. If the vendor is unable to meet the projected ship date, the Vendor will advise BOXHILL no later than 72 hours prior to the projected date, and the Vendor will credit BOXHILL for 10% of the wholesale cost of the item (not to include and handling).
   3. Vendor is responsible for sending shipment tracking to orders@shopboxhill.com within 24 hours of order leaving the Vendor’s facility.
   4. Vendor is responsible for all shipping charges incurred from refusals and returns (due to damage, defects, or other errors and/or omissions).
   5. BOXHILL prefers the Vendor to handle all shipping arrangements through Vendor-negotiated shipping accounts with no additional surcharge or coordination fee. If additional charges are assessed for this arrangement, the Vendor is required to notify BOXHILL of said charges and allow BOXHILL to either agree to these charges or arrange for alternate shipping arrangements.
   6. Shipping methods are determined by the weight, size and destination of the order. BOXHILL requests Vendor to use the most cost-effective shipping method. BOXHILL reserves the right to select method and provider of shipping.
   7. BOXHILL recommends environmentally-friendly, organic, and waste-free packaging whenever possible.
   8. For orders that require BOXHILL coordination for shipping, the Vendor must inform BOXHILL of weight, dimensions, and freight class of the packaged shipment no less than 72 hours prior to its projected departure date from the Vendor's facility. Vendor will also provide the following information: Pick-up address, point of contact (name, email, and phone number) for shipment coordination, and daily hours for pick-ups.

2. Back orders

   1. Vendor is required to notify BOXHILL within 24 hours if an item requested for an order is either backordered or discontinued.
   2. For backordered items, Vendor will allow BOXHILL to contact the customer and decide whether or not to place or cancel the order.
   3. Vendor will notify BOXHILL on an annual basis as to which items from the previous calendar year have been discontinued so that BOXHILL may remove those items from the shop.

3. Loss, Damage/Pilferage, Mis-shipments, Mis-billings, Shortages, and Refused Orders

   1. BOXHILL will report all claims for lost shipments, or damaged/pilfered shipments to the Vendor within 10 days of delivery / expected delivery date. Vendor will work with BOXHILL to replace items, as necessary.
   2. Vendor will report mis-shipments, mis-billings, and shortages to BOXHILL within 10 days of the delivery / expected delivery date. Vendor will work diligently and in good faith to immediately resolve these issues with BOXHILL.
   3. If a BOXHILL customer refuses delivery of a shipment due to damage or order error, the Vendor is responsible for all costs associated with resolving the issue with the customer to include delivery fees, storage fees, return shipping, and reshipment costs. BOXHILL and the Vendor will work to resolve each of these incidents on a case-by-case basis to the satisfaction of the BOXHILL customer.

4. Pricing

   1. BOXHILL will make commercially-reasonable efforts to obtain the highest price for the Goods produced by the Vendor.
   2. BOXHILL will work with the vendor to determine acceptable advertised pricing (usually MAP) as the minimum sale price for the Goods. The Vendor will make every effort to ensure that both the Vendor's retail pricing to customers and the pricing offered through other eCommerce sites do not undercut the price plus shipping available to BOXHILL.

5. Returns

   1. BOXHILL customers will ship returns directly to the Vendor, unless the Vendor requests that the customer keep the product. The Vendor will advise BOXHILL of coordination requirements, including return authorizations, delivery address, and any potential restocking fees.
   2. The Vendor will accept returns up to 30 days after the BOXHILL customer receives the product. The Vendor will issue a refund to BOXHILL (less shipping fees) if the merchandise is returned in its original condition.
   3. Upon receiving returned merchandise from a BOXHILL customer, the Vendor will notify BOXHILL of receipt of said merchandise and advise of refund timeline and amount.

6. Cancellations

   1. BOXHILL will contact the Vendor for all cancellation requests on confirmed orders. The Vendor will immediately advise BOXHILL of any financial implications for cancelling the order, such as a partial charge for orders that have already gone into production. BOXHILL will advise the customer of any cancellation penalties and give them the option of either moving forward with the order or accepting the cancellation fees. BOXHILL will promptly advise the Vendor of the customer’s decision.
   2. If a cancelled order is shipped in error, the Vendor is responsible to advise BOXHILL and to cover the costs of recouping the item. BOXHILL will make every effort to assist the Vendor in coordinating with the customer.

7. Payment to Vendor

   1. Vendor will invoice BOXHILL monthly for drop shipments occurring in the previous month. The Vendor will advise BOXHILL of preferred payment methods and any fees associated with each available method, such as a 3% surcharge for credit card payments.
   2. BOXHILL will submit payment to the Vendor within 30 days of receipt of invoice for the order amount in-full.